(i) NO EVENT OF DEFAULT: to Guarantor's knowledge, no Event of Default
 has occurred and is continuing;

 (j) NO SECURITY: the Guarantor has not taken or accepted any Security
 Interest from the Lessee or, in relation to the Obligations, from
 any third party.

 (k) INVESTMENT COMPANY: Guarantors is not an "investment company" as
 defined in the investment Company Act of 1940, as amended.



 (l) SUBMISSION TO JURISDICTION: Guarantor has validly submitted to the
 jurisdiction of the Supreme Court of the State of New York in the
 County of New York, State of New York and the United States District
 Court for the Southern District of New York.

10. UNDERTAKINGS

 The Guarantor undertakes with the Lessor, from the date of this Guaranty
until the Obligations have been unconditionally and irrevocably paid and
discharged in full, the satisfaction of which shall be confirmed in writing by
the Lessor, as follows:

 (a) INFORMATION: it will deliver to the Lessor such additional financial
 information as the Lessor may from time to time (but, absent an
 Event of Default, not more frequently than once per calendar year)
 reasonably request;

 (b) CONSENTS: the Guarantor will obtain and promptly renew from time to
 time, and will promptly deliver to the Lessor certified copies of,
 any authorization, approval, consent, license, exemption,
 registration, recording, filing or notarization as may be necessary
 or desirable to ensure the validity, enforceability or priority of
 the liabilities and obligations of the Guarantor or the rights of
 the Lessor under this Guaranty and the Guarantor shall comply with
 the terms of the same;